Generate custom bylaws
for your organization

Bylaws are the internal rules that govern how your organization operates — who makes decisions, how leaders are chosen, when meetings happen, and how the rules themselves can be changed. Think of them as your organization's operating manual. Every incorporated nonprofit needs bylaws. Many states require them. Even unincorporated clubs benefit from having clear, written governance rules. Without bylaws, you're relying on informal agreements that can lead to disputes when people disagree about how things should work. Bylaws are different from your articles of incorporation (which establish your legal existence) and from policies or procedures (which cover day-to-day operations). Your bylaws sit between these: more permanent than policies, more detailed than articles.

**Articles of Incorporation** (also called a charter or certificate of incorporation) is the document you file with the state to legally create your organization. It's brief — usually just your name, purpose, registered agent, and incorporators. **Bylaws** are your internal governance rules — how the board works, how officers are elected, how meetings run. They are NOT filed with the state (in most states) but are kept as an internal document. **A constitution** is sometimes used instead of or alongside bylaws, particularly by unincorporated groups. In practice, many organizations combine constitution and bylaws into one document. If your organization is incorporated, you typically need bylaws rather than a constitution. **Hierarchy:** State law > Articles of Incorporation > Bylaws > Policies/Standing Rules. If there's a conflict, the higher-level document wins.

For simple clubs and informal groups, you can often write effective bylaws on your own using a tool like this one. The key is to cover the essential topics (governance, meetings, amendments) and use clear language. However, we strongly recommend having an attorney review your bylaws if: - You're applying for 501(c)(3) or other tax-exempt status (the IRS scrutinizes your bylaws) - Your organization handles significant funds - You're in a state with specific nonprofit requirements (like New York's Nonprofit Revitalization Act) - Your organization employs staff or contracts with vendors This tool generates a solid starting point based on best practices and common legal requirements, but it is not a substitute for legal advice tailored to your specific situation.

Best practice is to put "bylaws review" on one board meeting agenda per year — a quick check to see if anything needs updating. Consider a more thorough revision every 3-5 years. You should also review your bylaws whenever: - Your organization's structure or size changes significantly - You apply for or receive tax-exempt status - State nonprofit laws change - You discover a provision that doesn't work in practice (e.g., quorum requirements you can never meet) - You have a governance dispute and realize your bylaws don't address the situation When amending, follow your own amendment procedure exactly — the notice period, the vote threshold, the documentation. Amendments adopted improperly can be challenged.

Bylaws should contain permanent governance rules — things that change rarely and deserve the protection of a formal amendment process. Keep operational details out: **Don't put in bylaws:** - Specific meeting times ("7 PM on the third Tuesday") - Exact dues amounts ("$50 per year") — say "as set by the Board" instead - Detailed job descriptions - Program-specific procedures - Specific vendor or bank names - Detailed personnel policies **Do put in bylaws:** - Board size, terms, and election process - Officer positions and general duties - Meeting frequency and quorum requirements - Amendment and dissolution procedures - Financial oversight and signing authority - Membership eligibility and voting rights The rule of thumb: if it changes more than once every 3 years, put it in a policy manual rather than the bylaws.

In a **membership organization**, members have legally recognized voting rights — they elect the board, vote on bylaws amendments, and approve major actions like mergers or dissolution. This is the structure used by most clubs, PTAs, associations, and HOAs. In a **non-membership (board-only) organization**, the board of directors has sole governance authority. There are no voting members. The board may appoint its own successors (self-perpetuating board). Many charities, foundations, and service organizations use this structure. **Important nuance:** Many organizations have "members" who pay dues and participate in activities but do NOT have legal voting rights. These are sometimes called supporters or participants. If your organization has this structure, your bylaws should explicitly state that these supporters are not statutory members with voting rights, to avoid confusion.

When you select your state, the tool automatically adjusts certain defaults and surfaces relevant guidance: - **Board minimums:** Some states require a minimum number of directors (e.g., 3 in Texas, 5 in New Hampshire). The tool enforces these as floor values. - **Officer restrictions:** Several states (CA, ID, NY, TN, TX) prohibit the same person from serving as both President and Secretary. The tool warns you about these restrictions. - **Specific mandates:** States like New York require ALL nonprofits to have a conflict of interest policy. The tool flags these requirements. However, this tool provides general guidance based on common state requirements. State laws change, and some requirements depend on your specific organizational structure. We always recommend having a local attorney review your final bylaws.

Yes, this tool generates bylaws that include the IRS-required provisions for 501(c)(3) status when you select "501(c)(3)" as your tax-exempt status. This includes: - Purpose clause referencing exempt purposes under IRC Section 501(c)(3) - Prohibition on private inurement - Political activity limitations - Dissolution clause directing assets to another 501(c)(3) The IRS reviews your bylaws as part of the Form 1023 application. Having these provisions properly stated is essential for approval. That said, we strongly recommend having an attorney or experienced nonprofit consultant review your bylaws before submitting your 501(c)(3) application. The IRS can reject applications for technical deficiencies in bylaws language.

There's no one-size-fits-all answer, but here are practical guidelines: - **Small clubs (under 50 members):** 3-7 directors - **Mid-size organizations (50-200 members):** 5-11 directors - **Large organizations (200+ members):** 7-15 directors **Use a range, not a fixed number.** Saying "5 to 11 directors" gives you flexibility to adjust as your organization grows or shrinks without amending your bylaws. **Odd numbers** avoid tie votes (though the president can break ties in some organizations). **The real question is:** Can you find enough qualified, committed people to fill the seats? A board of 5 active members is far more effective than a board of 15 where only 5 show up. Set your range based on realistic expectations, not aspirations.